Renasant Corporation filed a current report on October 27, 2026, disclosing that it had entered into an Agreement and Plan of Merger with Commercial Holding Company, Inc., under which Commercial will merge into Renasant in an all-stock transaction accompanied by a special cash dividend to Commercial shareholders.

Key Highlights

  • Exchange Ratio: Each outstanding share of Commercial Common Stock (par value $1.00) will be converted into 0.8798 shares of Renasant Common Stock (par value $5.00), with cash paid in lieu of fractional shares.
  • Special Cash Dividend: Commercial shareholders are expected to receive a special cash dividend of approximately $35.7 million prior to closing.
  • Bank-Level Merger: Immediately following the corporate merger, Commercial Bank & Trust Company will merge into Renasant Bank, with Renasant Bank continuing as the surviving bank.
  • Unanimous Board Approval: The Merger Agreement was unanimously approved by the Board of Directors of each of Renasant and Commercial.
  • Termination Fee: A termination fee of $7,000,000 is payable by Commercial upon termination of the Merger Agreement under certain circumstances.
  • Regulatory Approvals Required: Closing conditions include approvals from the Board of Governors of the Federal Reserve System and the Mississippi Department of Banking and Consumer Finance, among others.

Renasant's Mississippi-Based Expansion: Terms and Conditions of the Commercial Merger

According to the filing, Renasant Corporation (NYSE:RNST), a Mississippi-incorporated bank holding company headquartered at 209 Troy Street, Tupelo, Mississippi, entered into the Merger Agreement with Commercial Holding Company, Inc. on October 27, 2026. The agreement calls for Commercial to merge with and into Renasant, with Renasant continuing as the surviving corporation. At the same time, Commercial's wholly owned bank subsidiary, Commercial Bank & Trust Company, will merge into Renasant's wholly owned bank subsidiary, Renasant Bank.

The filing specifies that at the effective time of the merger, each share of Commercial Common Stock will convert into the right to receive 0.8798 shares of Renasant Common Stock. Commercial shareholders are also expected to receive a special cash dividend of approximately $35.7 million prior to closing, according to the disclosure. Renasant's obligation to consummate the merger is subject to, among other conditions, the absence of a material adverse effect on Commercial and a requirement that Commercial Common Stock with respect to which dissenter rights have been exercised constitute less than 5% of total shares outstanding.

The Merger Agreement also contains non-solicitation covenants binding Commercial against pursuing or facilitating alternative acquisition proposals, as well as obligations for both parties to use reasonable best efforts to obtain required governmental consents. The filing notes that neither Commercial nor Renasant is required to take any action that would reasonably be expected to constitute a "Burdensome Condition," defined as being materially financially burdensome to the business, operations, financial condition, or results of operations of Renasant and its subsidiaries, measured relative to Commercial and its subsidiaries after closing. A registration statement on Form S-4 is expected to be filed by Renasant under the Securities Act of 1933 in connection with the transaction.

What Was Disclosed

Renasant Corporation disclosed the signing of a merger agreement with Commercial Holding Company, Inc. on October 27, 2026, covering the exchange ratio, a special cash dividend of approximately $35.7 million, regulatory and shareholder approval requirements, and a $7,000,000 termination fee payable by Commercial under certain circumstances.